DHI GROUP, INC. FORM 8-K. (Current report filing) Filed 04/30/14 for the Period Ending 04/30/14

Transcription

1 DHI GROUP, INC. FORM 8-K (Current report filing) Filed 04/30/14 for the Period Ending 04/30/14 Address 1040 AVENUE OF THE AMERICAS, 8TH FLOOR NEW YORK, NY Telephone CIK Symbol DHX SIC Code Business Services, Not Elsewhere Classified Industry Business Services Sector Services Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 30, 2014 DICE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1040 AVENUE OF THE AMERICAS, 8TH FLOOR, NEW YORK, NEW YORK (Address of Principal Executive Offices) (212) (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) (Zip Code)

3 ITEM RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 30, 2014, Dice Holdings, Inc. (the Company ) reported its results of operations for the fiscal quarter ended March 31, A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act ), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. ITEM (a) (b) (c) (d) FINANCIAL STATEMENTS AND EXHIBITS. Financial Statements of Business Acquired. Not applicable. Pro Forma Financial Information. Not applicable. Shell Company Transactions. Not applicable. Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Press Release, dated April 30, 2014

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DICE HOLDINGS, INC. Date: April 30, 2014 By: /s/ John J. Roberts Name: John J. Roberts Title: Chief Financial Officer

5 EXHIBIT INDEX 99.1 Press Release, dated April 30, 2014

6 Dice Holdings, Inc. Reports First Quarter 2014 Results Revenues increased 20% year-over-year to $60.7 million in the first quarter Net income totaled $4.4 million, resulting in earnings per diluted share of $0.08 Cash flows from operations totaled $12.0 million during the first quarter Adjusted EBITDA increased 10% year-over-year to $18.6 million (see Notes Regarding the Use of Non- GAAP Financial Measures ) Deferred Revenue totaled $88.2 million, a 14% increase from December 31, 2013 More hiring managers make Open Web TM the clear leader in big data recruiting New York, New York, April 30, Dice Holdings, Inc. (NYSE: DHX), a leading provider of specialized websites for professional communities, today reported financial results for the quarter ended March 31, Revenues for the quarter ended March 31, 2014 totaled $60.7 million, an increase of 20% from $50.4 million in the comparable quarter of 2013 due primarily to revenues from businesses acquired within the past year. Overall recruitment activity was fairly consistent in tech, energy, healthcare and hospitality during the first quarter, while activity improved in financial services. OnTargetjobs, acquired in November 2013, The IT Job Board, acquired in July 2013, and OilCareers, acquired in March 2014, contributed revenues of $8.8 million, $2.1 million, and $0.2 million, respectively, in the first quarter. During the first quarter, the number of hiring managers and recruiters utilizing Dice s Open Web increased and the Company launched Open Web, in beta, with The IT Job Board service. Open Web combines publicly available information from about 50 social and professional networks to create an all-in-one candidate profile and a more efficient way to connect with candidates. Operating expenses for the first quarter totaled approximately $52.8 million, an increase of $13.8 million from the year ago first quarter, driven by the inclusion of $14.5 million for the aforementioned acquisitions. The Company s net income for the quarter ended March 31, 2014 totaled approximately $4.4 million, resulting in diluted earnings per share of $0.08. Net cash provided by operating activities totaled $12.0 million for the quarter ended March 31, 2014, as compared to $21.9 million for the quarter ended March 31, Adjusted EBITDA for the quarter ended March 31, 2014 increased 10% year-over-year to $18.6 million or 30% of Adjusted Revenues. See Notes Regarding the Use of Non-GAAP Financial Measures.

7 Operating Segment Results For the quarter ended March 31, 2014, Tech & Clearance segment revenues increased 1% year-over-year to $32.4 million, or 53% of Dice Holdings consolidated revenues. The acquisition of The IT Job Board added $2.1 million to Tech & Clearance revenues in the first quarter, while revenues from Dice and ClearanceJobs declined 4% and 9% yearover-year, respectively. Finance segment revenues for the first quarter of 2014 increased 2% year-over-year to $8.8 million, with currency translation from pound sterling to U.S. dollars positively impacting revenues by $0.5 million year-over-year. Recruitment activity in financial services increased in the quarter, particularly in Europe and Asia, including increased buying of the Company s service by large financial institutions. The Energy segment grew 14% year-over-year to contribute $5.9 million in revenues in the quarter ended March 31, 2014, accounting for 10% of consolidated revenues. Supplementing Rigzone s organic growth was the acquisition of OilCareers, the leading recruitment site for oil and gas professionals in Europe, which added $0.2 million in the first quarter. For the quarter ended March 31, 2014, the Healthcare segment and the Hospitality segment contributed $6.5 million and $2.9 million of Dice Holdings consolidated revenues, respectively. Corporate & Other segment revenues totaled $4.1 million for the quarter ended March 31, During the quarter, the Company initiated actions to align Slashdot Media s cost structure with the financial performance of its underlying advertising business. Balance Sheet Deferred revenue at March 31, 2014 was $88.2 million compared to $77.2 million at March 31, 2013 and $77.4 million at December 31, The $10.8 million or 14% sequential increase was primarily driven by increases at three of our key recruiting brands - Dice.com, Rigzone and efinancialcareers. The acquisition of OilCareers added $1.0 million to the March 31, 2014 Deferred revenue balance. Net Debt, defined as total debt less cash and cash equivalents and investments, was $103.3 million at March 31, 2014, consisting of total debt of $121.4 million minus cash and cash equivalents of $18.0 million. This compares to Net Debt of $79.6 million at December 31, 2013, consisting of total debt of $119.0 million minus cash and cash equivalents and investments of $39.4 million. In March 2014, the Company purchased the outstanding shares of OilCareers for $26.1 million, net of cash acquired. The Company purchased 960,593 shares of its common stock on the open market during the first quarter of 2014 pursuant to its stock repurchase plan at an average cost of $7.26 per share, for a total cost of approximately $7.0 million.

8 Management Comments Our overall sales performance improved in the first quarter. While it will take some time to get the company s organic growth rate to a reasonable pace, we are satisfied by the first signs of progress, which demonstrates that hiring managers continue to strongly value our specialized approach, said Michael Durney, President and CEO of Dice Holdings, Inc. We seized an opportunity to expand our energy recruiting service in Europe with the acquisition of OilCareers and we began the expansion of Open Web to Europe during the quarter. Mr. Durney added, With the best position in each of our six key recruiting verticals, our early progress is rewarding, because we understand leveraging success amongst each brand will deliver the right returns for professionals, hiring managers and shareholders. Our first quarter financial performance includes several elements of forward movement, including the growth in deferred revenue and an increase in the renewal rate on annual customers at Dice.com, said John Roberts, CFO. We are on track to meet our financial goals this year, while investing for growth, returning cash to shareholders and considering additional acquisitions.

9 Business Outlook The Company is providing a current, point-in-time view of estimated financial performance based on what it sees as of April 30, 2014 for the quarter ending June 30, 2014 and the year ending December 31, The Company s actual performance will vary based on a number of factors including those that are outlined in the Company s Annual Report on Form 10-K for the year ended December 31, 2013 in the sections entitled Risk Factors, Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations. In addition, for a description of Adjusted EBITDA as used below, see Notes Regarding the Use of Non-GAAP Financial Measures. Quarter ending June 30, 2014 Year ending December 31, 2014 Revenues $62 - $63 mm $248 - $255 mm Estimated Contribution by Segment Tech & Clearance 52% 53% Finance 15% 14% Energy 12% 12% Healthcare 10% 10% Hospitality 5% 5% Corporate & Other 6% 6% Adjusted EBITDA* $ $19.5 mm $75 - $77 mm Adjusted EBITDA Margin* 30% 30% Depreciation and Amortization $8.5 mm $ 31 mm Non-cash stock compensation expense $2.5 mm $ 10 mm Interest expense, net $1.0 mm $ 5 mm Income taxes $2.2 - $2.4 mm $9.5 - $10.0 mm Net income $3.8 - $4.1 mm $ $18.0 mm Fully diluted share count 55.4 mm 55.4 mm *Estimated Adjusted EBITDA includes an estimated fair value adjustment to deferred revenue of $1 million and $3 million, respectively, for the quarter ending June 30, 2014 and year ending December 31, Adjusted EBITDA margin is computed as Adjusted EBITDA divided by Adjusted Revenues (see Notes Regarding the Use of Non-GAAP Financial Measures. )

10

11 Conference Call Information The Company will host a conference call to discuss first quarter results today at 8:30 a.m. Eastern Time. Hosting the call will be Michael P. Durney, President and Chief Executive Officer and John J. Roberts, Chief Financial Officer. The conference call can be accessed live over the phone by dialing or for international callers by dialing ; the passcode is A replay will be available two hours after the call and can be accessed by dialing or for international callers; the replay passcode is The replay will be available until May 7, The call will also be webcast live from the Company s website at under the Investor Relations section. Upcoming Investor Conference On Wednesday, May 7, 2014, Mr. Durney will present at the Jefferies 2014 Technology, Media and Telecom Conference to be held in Miami. The presentation will be held at 10:00 AM Eastern time and will be webcast live from the Company s website. Investor & Media Contact Jennifer Bewley Vice-President, Investor Relations & Corporate Communications Dice Holdings, Inc IR@dice.com About Dice Holdings, Inc. Dice Holdings, Inc. (NYSE: DHX) is a leading provider of specialized websites for professional communities, including technology and engineering, financial services, energy, healthcare, hospitality and security clearance. Our mission is to help our customers source and hire the most qualified professionals in select and highly skilled occupations, and to help those professionals find the best job opportunities in their respective fields and further their careers. For more than 20 years, we have built our company by providing our customers with quick and easy access to high-quality, unique professional communities and offering those communities access to highly relevant career opportunities and information. Today, we serve multiple markets primarily in North America, Europe, Asia and Australia.

12 Notes Regarding the Use of Non-GAAP Financial Measures The Company has provided certain non-gaap financial information as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States ( GAAP ) and may be different from similarly titled non-gaap measures reported by other companies. The Company believes that its presentation of non-gaap measures, such as adjusted earnings before interest, taxes, depreciation, amortization, non-cash stock based compensation expense, and other non-recurring income or expense ( Adjusted EBITDA ), free cash flow, Adjusted Revenues, net cash and net debt, provides useful information to management and investors regarding certain financial and business trends relating to its financial condition and results of operations. In addition, the Company s management uses these measures for reviewing the financial results of the Company and for budgeting and planning purposes. The Company has provided required reconciliations to the most comparable GAAP measures in the section entitled Supplemental Information and Non-GAAP Reconciliations. Adjusted EBITDA Adjusted EBITDA is a metric used by management to measure operating performance. Management uses Adjusted EBITDA as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. The Company also uses this measure to calculate amounts of performance based compensation under the senior management incentive bonus program. Adjusted EBITDA, as defined in our Credit Agreement, represents net income plus (to the extent deducted in calculating such net income interest expense, income tax expense, depreciation and amortization, non-cash stock option expenses, losses resulting from certain dispositions outside the ordinary course of business, certain writeoffs in connection with indebtedness, impairment charges with respect to long-lived assets, expenses incurred in connection with an equity offering, extraordinary or non-recurring non-cash expenses or losses, transaction costs in connection with the Credit Agreement up to $250,000, deferred revenues written off in connection with acquisition purchase accounting adjustments, writeoff of non-cash stock compensation expense, and business interruption insurance proceeds, minus (to the extent included in calculating such net income) non-cash income or gains, interest income, and any income or gain resulting from certain dispositions outside the ordinary course of business. We consider Adjusted EBITDA, as defined above, to be an important indicator to investors because it provides information related to our ability to provide cash flows to meet future debt service, capital expenditures and working capital requirements and to fund future growth as well as to monitor compliance with financial covenants. We present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides our board of directors, management and investors with additional information to measure our performance, provide comparisons from period to period and company to company by excluding potential differences caused by variations in capital structures (affecting interest expense) and tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and to estimate our value. We present Adjusted EBITDA because covenants in our Credit Agreement contain ratios based on this measure. Our Credit Agreement is material to us because it is one of our primary sources of liquidity. If our Adjusted EBITDA were to decline below certain levels, covenants in our Credit Agreement that are based on Adjusted EBITDA may be violated and could cause a default and acceleration of payment obligations under our Credit Agreement.

13 Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. Adjusted Revenues Adjusted Revenues is a metric used by management to measure operating performance. Adjusted Revenues, represents Revenues plus the fair value adjustment to deferred revenue related to purchase accounting of acquisitions. We consider Adjusted Revenues to be an important measure to evaluate the performance of our acquisitions. Free Cash Flow We define free cash flow as net cash provided by operating activities minus capital expenditures. We believe free cash flow is an important non-gaap measure as it provides useful cash flow information regarding our ability to service, incur or pay down indebtedness or repurchase our common stock. We use free cash flow as a measure to reflect cash available to service our debt as well as to fund our expenditures. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period since it includes cash used for capital expenditures during the period and is adjusted for acquisition related payments within operating cash flows. Net Cash/Net Debt Net Cash is defined as cash and cash equivalents and investments less total debt. Net Debt is defined as total debt less cash and cash equivalents and investments. We consider Net Cash and Net Debt to be important measures of liquidity and indicators of our ability to meet ongoing obligations. We also use Net Cash and Net Debt, among other measures, in evaluating our choices for capital deployment. Net Cash and Net Debt presented herein are non-gaap measures and may not be comparable to similarly titled measures used by other companies.

14 Forward-Looking Statements This press release and oral statements made from time to time by our representatives contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information without limitation concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as may, will, should, believe, expect, anticipate, intend, plan, estimate or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, competition from existing and future competitors in the highly competitive market in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company s filings with the Securities and Exchange Commission, all of which are available on the Investor Relations page of our website at including the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, under the headings Risk Factors, Forward-Looking Statements and Management s Discussion and Analysis of Financial Condition and Results of Operations. You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

15 DICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands except per share amounts) For the three months ended March 31, Revenues $ 60,690 $ 50,435 Operating expenses: Cost of revenues 8,854 5,118 Product development 6,403 5,433 Sales and marketing 19,018 16,601 General and administrative 11,362 8,423 Depreciation 2,821 1,657 Amortization of intangible assets 4,311 1,701 Change in acquisition related contingencies Total operating expenses 52,814 38,980 Operating income 7,876 11,455 Interest expense (893) (375) Other income (expense) (8) 9 Income before income taxes 6,975 11,089 Income tax expense 2,580 4,014 Net income $ 4,395 $ 7,075 Basic earnings per share $ 0.08 $ 0.12 Diluted earnings per share $ 0.08 $ 0.12 Weighted average basic shares outstanding 53,105 57,529 Weighted average diluted shares outstanding 55,376 61,097

16 DICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Cash flows from operating activities: For the three months ended March 31, For the year ended December 31, Net income $ 4,395 $ 7,075 $ 38,087 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation 2,821 1,657 5,657 Amortization of intangible assets 4,311 1,701 6,654 Deferred income taxes (1,452 ) (483 ) (4,406 ) Amortization of deferred financing costs Share based compensation 2,346 2,038 6,130 Change in acquisition related contingencies Change in accrual for unrecognized tax benefits 153 (196 ) (1,367 ) Changes in operating assets and liabilities: Accounts receivable (4,143 ) 2,580 (3,253 ) Prepaid expenses and other assets (2,544 ) (1,236 ) (835 ) Accounts payable and accrued expenses (5,763 ) Income taxes receivable/payable 2, Deferred revenue 9,587 8,148 5,581 Other, net 2 (1 ) (35 ) Net cash flows from operating activities 12,020 21,945 54,661 Cash flows from investing activities: Payments for acquisitions, net of cash acquired (26,724 ) (30,800 ) Purchases of fixed assets (2,569 ) (2,989 ) (5,902 ) Maturities and sales of investments 485 4,507 Net cash flows from investing activities (29,293 ) (2,504 ) (33,939 ) Cash flows from financing activities: Payments on long-term debt (3,625 ) (12,000 ) (23,500 ) Proceeds from long-term debt 6,000 54,500 Payments under stock repurchase plan (6,872 ) (5,116 ) (68,220 ) Payment of acquisition related contingencies (824 ) (1,557 ) Proceeds from stock option exercises 2,514 2,223 2,474 Purchase of treasury stock related to vested restricted stock (1,054 ) (951 ) (423 ) Excess tax benefit over book expense from stock based compensation Net cash flows from financing activities (3,664 ) (14,855 ) (36,829 ) Effect of exchange rate changes (373 ) (665 ) 883 Net change in cash and cash equivalents for the period (21,310 ) 3,921 (15,224 ) Cash and cash equivalents, beginning of period 39,351 40,013 55,237 Cash and cash equivalents, end of period $ 18,041 $ 43,934 $ 40,013

17 DICE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands) ASSETS March 31, 2014 December 31, 2013 Current assets Cash and cash equivalents $ 18,041 $ 39,351 Accounts receivable, net 44,082 37,760 Deferred income taxes - current 1,190 1,399 Income taxes receivable 559 2,399 Prepaid and other current assets 6,273 3,739 Total current assets 70,145 84,648 Fixed assets, net 17,959 18,612 Acquired intangible assets, net 94,942 84,905 Goodwill 244, ,190 Deferred financing costs, net 1,593 1,685 Other assets Total assets $ 430,346 $ 420,641 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities Accounts payable and accrued expenses $ 21,869 $ 27,468 Deferred revenue 88,161 77,394 Current portion of acquisition related contingencies 9,050 5,751 Current portion of long-term debt 2,500 2,500 Deferred income taxes - current Income taxes payable 1, Total current liabilities 122, ,636 Long-term debt 118, ,500 Deferred income taxes - non-current 15,721 13,641 Accrual for unrecognized tax benefits 2,771 2,618 Acquisition related contingencies 4,042 Other long-term liabilities 2,519 2,392 Total liabilities 262, ,829 Total stockholders equity 167, ,812 Total liabilities and stockholders equity $ 430,346 $ 420,641

18 Supplemental Information and Non-GAAP Reconciliations On the pages that follow, the Company has provided certain supplemental information that we believe will assist the reader in assessing our business operations and performance, including certain non-gaap financial information and required reconciliations to the most comparable GAAP measure. A statement of operations and statement of cash flows for the three month periods ended March 31, 2014 and 2013 and a balance sheet as of March 31, 2014 and December 31, 2013 are provided elsewhere in this press release.

19 DICE HOLDINGS, INC. NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA (Unaudited) (dollars in thousands except per customer data) Revenues by Segment (GAAP Revenue) For the three months ended March 31, For the year ended December 31, Tech & Clearance (1) $ 32,442 $ 31,967 $ 32,442 Finance 8,809 8,608 8,809 Energy (2) 5,921 5,201 5,921 Healthcare (3) 6, ,451 Hospitality 2,931 2,931 Corporate & Other 4,136 4,083 4,136 Add back fair value adjustment to deferred revenue $ 60,690 $ 50,435 $ 60,690 Tech & Clearance $ 179 $ $ 682 Energy 126 Healthcare Hospitality Adjusted Revenues by Segment $ 1,242 $ $ 1,619 Tech & Clearance $ 32,621 $ 31,967 $ 33,124 Finance 8,809 8,608 8,809 Energy 6,047 5,201 5,921 Healthcare 6, ,864 Hospitality 3,455 3,455 Corporate & Other 4,136 4,083 4,136 Reconciliation of Net Income to Adjusted EBITDA: $ 61,932 $ 50,435 $ 62,309 Net income $ 4,395 $ 7,075 Interest expense Income tax expense 2,580 4,014 Depreciation 2,821 1,657 Amortization of intangible assets 4,311 1,701 Change in acquisition related contingencies Non-cash stock compensation expense 2,346 2,038 Deferred revenue adjustment 1,242 Other 8 (9 ) Adjusted EBITDA $ 18,641 $ 16,898 Reconciliation of Operating Cash Flows to Adjusted EBITDA: Net cash provided by operating activities $ 12,020 $ 21,945 Interest expense Amortization of deferred financing costs (93) (61) Income tax expense 2,580 4,014 Deferred income taxes 1, Change in accrual for unrecognized tax benefits (153) 196 Change in accounts receivable 4,143 (2,580)

20 Change in deferred revenue (9,587) (8,148) Deferred revenue adjustment 1,242 Changes in working capital and other 6, Adjusted EBITDA $ 18,641 $ 16,898 Adjusted EBITDA $ 18,641 $ 16,898 Adjusted EBITDA Margin (4) 30.1 % 33.5 %

21 DICE HOLDINGS, INC. NON-GAAP AND QUARTERLY SUPPLEMENTAL DATA (CONTINUED) (Unaudited) For the three months ended March 31, Calculation of Free Cash Flow Net cash provided by operating activities $ 12,020 $ 21,945 Purchases of fixed assets (2,569) (2,989) Free Cash Flow $ 9,451 $ 18,956 Dice.com Recruitment Package Customers Beginning of period 8,100 8,400 End of period 8,000 8,650 Average for the period (5) 8,100 8,600 Dice.com Average Monthly Revenue per Recruitment Package Customer (6) $ 1,022 $ 992 Segment Definitions: Tech & Clearance: Dice.com, ClearanceJobs, The IT Job Board (from acquisition, July 2013) and related career fairs Finance: efinancialcareers Energy: Rigzone, OilCareers (from acquisition, March 2014) and related career fairs Healthcare: Health Callings; HEALTHeCAREERS and BioSpace (both from acquisition, November 2013) Hospitality: Hcareers (from acquisition, November 2013) Corporate & Other: Corporate related costs, Slashdot Media (since date of acquisition, September 2012) and WorkDigital (since date of acquisition, October 2012) (1) Includes $2.1 million of The IT Job Board revenue for the first quarter (2) Includes $0.2 million of OilCareers revenue for the first quarter (3) Includes $5.9 million of HEALTHeCAREERS and BioSpace revenue for the first quarter (4) Adjusted EBITDA margin is computed as Adjusted EBITDA divided by Adjusted Revenues. (5) Reflects the daily average of recruitment package customers during the period. (6) Reflects simple average of three months in each period.